Vamshi Rubber Ltd Directors Report

To

The Members

Vamshi Rubber Limited

Your directors have pleasure in presenting their 32 nd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended March 31 st , 2026.

1. Financial summary or highlights/Performance of the Company

The financial statements of the company are as follows:

(Amount in Lakhs)

Particulars	Current Year 31 st March, 2026	Previous Year 31 st March, 2025
Revenue from Operations	8,415.40	8,576.37
Other Income	49.65	43.00
Total Income	8,465.05	8,619.37
Expenses	8,277.67	8,429.37
Depreciation	91.93	101.34
Total Expenses	8,369.60	8,530.71
Profit / (loss) Before exceptional and extraordinary items	95.45	88.66
Less: exceptional and extraordinary items	0	3.41
Profit/ (Loss) Before Taxation	95.45	85.24
Less: - Current Tax	14.25	19.62
- Income Tax (Earlier years)	3.44	0
- Deferred Tax	10.80	-2.01
Profit / (loss) After Tax	66.97	67.64

2. Brief description of the Companys working during the year/State of Companys affair

During the year under review, the gross revenue of the Company has been decreased to Rs. 8,415.40 Lakhs compared to Rs. 8,576.37 Lakhs in the previous year. The expenses of the Company have been reduced to Rs. 8369.60 Lakhs compared to Rs. 8530.71 Lakhs in the previous year. However, company earned a profit after tax of Rs. 66.97 Lakhs for the Current year as against the profit of Rs. 67.64 lakhs in the previous year.

3. Change in the nature of business, if any

There is no change in the nature of business during the year.

4. Change In The Registered Office Of The Company

There was no change in the registered office of the company during the financial year 2025-2026.

5. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes and commitments after the closure of the financial year, which will affect the financial position of the Company.

6. Future Outlook

As the retreading business is still not accelerating, the business growth could be restricted to 5 to 10%.

7. Dividend

The Board of Directors has not proposed any dividend for the Financial Year ended 31 st March, 2026.

8. Reserves

There were no transfers to Reserves during the financial year 2025-26.

9. MEETINGS OF THE MEMBERS

The Last i.e. the 31 st Annual General Meeting of the Company for the financial year 2025-2026 was held on 25/09/2025 at the Registered Office of the Company.

10. Particulars of the Extra-Ordinary General Meeting of the Company held during the year

There was no Extra Ordinary General Meeting held during the year under consideration.

11. Share Capital

During the year under review, there has been no change in the Share Capital of the Company.

The Authorized Share Capital of the company is Rs. 4,50,00,000/- divided into 45,00,000 equity shares of Rs. 10/- (Rupees Ten) each.

The Issued, Subscribed and Paid-up Capital of the Company as on 31 st March, 2026 is Rs. 4,20,68,000/- divided into 42,06,800 equity shares of Rs. 10/- (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

12. Directors and Key Managerial Personnel

The Board of directors of your company is duly constituted with three executive directors, two non - executive independent directors and one Non-Executive non-independent Director.

Further, approval of the shareholders is being sought for re-appointment of Mr. Ramesh Reddy Mereddy (DIN:00025101), Director, retires by rotation at the ensuing Annual General Meeting and being eligible, and offers himself for reappointment in accordance with the Companies Act, 2013 read with Articles of Association of the Company.

CHANGE IN DIRECTOR / KEY MANAGERIAL PERSONNEL DURING THE YEAR

Mr. Rajeev Reddy Yathapu (DIN: 10934671) was regularized as a Non-Executive Independent Director of the Company at the AGM held on 25 th September, 2025 for a term of 5 years.

The Designation of Ms. Akhila Pushpa Sundari (holding DIN 07194694) changed from Independent Director to Non-Executive Director with effect from 01 st October, 2025.

Mr. Surendra Reddy Rachervu (DIN: 00294240) was re-appointed as Managing Director of the company for a further term of 3 years w.e.f 01 st July, 2025.

Mr. Pasham Varun Kumar (DIN: 00293972) was re-appointed as Whole-Time Director of the company fora further term of 3 years w.e.f 01 st July, 2025.

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 31 st ANNUAL GENERAL MEETING

To appoint a director in place of Ramesh Reddy Mereddy (DIN:00025101) who retires by Rotation at this Annual General Meeting, and being eligible, offers himself for reappointment.

To Re-Appoint Ramesh Reddy Mereddy (DIN:00025101) as Chairman and Whole Time Director of the Company for a further term of 3 years w.e.f 31 st July, 2026.

13. Meetings of the Board of Directors

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five (5) Board Meetings were convened and held on 30.05.2025, 26.07.2025, 14.08.2026, 13.11.2025, and 12.02.2026. The intervening gap between the Meetings was within the period of 120 days as prescribed under the Companies Act, 2013.

Name of Director	Number of Meetings attended
Mr. Mereddy Ramesh Reddy	5/5
Mr. Surendra Reddy Rachervu	5/5
Mr. Varun Kumar Pasham	5/5
Mr. Rajeev Reddy Yathapu	4/5
Ms. Akhila Pushpa Sundari	4/5
Mr. Subba Rao Mogili	5/5

14. Board Evaluation

The company believes formal evaluation of the board, its committees and of the individual directors, on an annual basis which is potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to the accountability and evaluation, a board and Committee member helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.

At the board meeting followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

15. Declaration by Independent Director(s)

A declaration has been received from all the Independent Directors of the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Independent Directors meeting was held on 25 th May, 2026 which was attended by the Independent Directors for the evaluation of the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read alongwith the Rules made thereunder and are independent of the Management.

16. Familiarisation Programme for Independent Directors

The Company through its Senior Managerial personnel familiarised the Independent Directors with the strategy, operations, and functions of the Company and new regulations of criteria of independent director eligibility. The Independent Directors were also familiarised with their roles, rights and responsibilities, orientation, eligibility criteria on Statutory Compliances as a Board Member. Independent directors are also requested to complete their independent director registration process to be eligible to continue as independent director in any company.

17. Remuneration Policy

The Companys remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and independence of a director. The Remuneration Policy is available on the website of the Company viz, www.vamshirubber.org.

18. Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013 and no amount of principal or interest was outstanding as on the date of Balance Sheet.

19. Particulars of loans, guarantees or investments under section 186

Details of loans and guarantees given and investments made under Section 186 of the Act are given in Notes to the Financial Statements.

20. Particulars of contracts or arrangements with related parties

There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the designated persons which may have a potential conflict with the interest of the Company at large.

There were no contract or arrangements entered by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 during the period under review. Hence Form No. AOC-2 is not required to be annexed to Boards report.

The policy on related party transactions as approved by the board of directors is hosted on the website of the company viz. www.vamshirubber.org.

The details of related party disclosures form part of the notes to the financial statements provided in this annual report.

21. Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are enclosed in Annexure - 1 and forms part of this Report.

22. Constitution of Audit Committee

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies Act, 2013. During the year four (4) Audit Committee Meetings were convened and held on 30.05.2025, 14.08.2025, 13.11.2025, and 12.02.2026.

Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act, 2013

(i) recommended for appointment, remuneration and terms of appointment of auditors of the company;

(ii) reviewed and monitored the auditors independence and performance, and effectiveness of audit process;

(iii) examination of financial statements and the auditors reports thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) Valuation of undertakings or assets of the company, wherever it is necessary;

(vi) evaluation of internal financial controls and risk management systems;

The Audit Committee consists of a combination of Non-Executive Independent Directors and Non - Executive Non-Independent Director and assists the Board in fulfilling its overall responsibilities.

The members of Audit Committee are:

Mr. Subba Rao Mogili	Chairman
Mrs. Akhila Pushpa Sundari	Member
Mr. Rajeev Reddy Yathapu	Member

23. Constitution of Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company is duly constituted as per Section 178 of the Companies Act, 2013. During the year Three (3) Nomination & Remuneration Committee Meetings were convened and held on 30.05.2025,14.08.2025, and 26.07.2025.

The members of Nomination & Remuneration Committee are:

Mr. Subba Rao Mogili	Chairman
Mrs. Akhila Pushpa Sundari	Member
Mr. Rajeev Reddy Yathapu	Member

The Nomination and Remuneration policy of the company is provided below:

a) Selection and evaluation of directors: The board has based on the recommendations of the Nomination and Remuneration Committee, laid down following policies.

1. Policy for determining qualifications, positive attributes and independence of a director.

2. Policy for board & independent directors evaluation.

b) Performance evaluation of board, committees and directors.

The company believes in a formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluation provides an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of Board members helps in:

a) More effective board processes.

b) Better collaboration and communication.

c) Greater clarity with regard to members roles and responsibilities.

The evaluation process covers the following aspects:

Self-evaluation of directors.

Evaluation of the performance and effectiveness of the board.

Evaluation of the performance and effectiveness of the committees.

Feedback from the non-executive directors to the Chairperson.

Feedback on management support to the board.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company had constituted the Stakeholders Relationship Committee under section 178(5) of the Companies Act, 2013 During the year Two(2) Stakeholders Relationship Committee Meetings were convened and held on 30.05.2025 and 26.07.2025.

The members of Stakeholders Relationship Committee are:

Mrs. Akhila Pushpa Sundari	Chairman
Mr. Varun Kumar Pasham	Member
Mr. Subba Rao Mogili	Member

25. Statutory Auditors

Ms. Samudrala K & Co. LLP, Chartered Accountants, (Firm Registration No. S200142), was appointed as statutory auditors of the company in the 30 th Annual General Meeting for a period of five years from the conclusion of 30 th AGM till the conclusion of 35 ,h AGM..

26. Replies to Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

27. Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the company by its officers or employees, the details of which would need to be mentioned in the Directors Report.

28. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. NVSS Suryanarayana, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure - II to this report.

MANAGEMENT RESPONSES TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT

The following are the responses of the management against the observations made by the Secretarial Auditor.

S. No. Observations	Management Replies / Response
1 It is observed that there are few discrepancies in the website of the company. It is advised to maintain the proper disclosures as required under Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Company is in the process of updating the website of the company.

29. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 relating to mandatory Cost Audit does not apply to the Company and hence, no Cost Audit is conducted. However, the Company is required to maintain Cost records which the Company is maintaining.

30. Internal Audit & Internal Financial Control Systems

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. It is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

During the year, the Company has implemented the suggestions and recommendations of the internal auditor to improve the control environment. Their scope of work included review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. In the Board meeting held on 30th May, 2025, company has re-appointed M/s. V N R&Associates, Chartered Accountant, as Internal Auditor of the Company for the F.Y. 2025-26.

31. Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the applicable provisions of the SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz. www.vamshirubber.org

32. Secretarial Standards

The Company has complied with all the applicable secretarial standards for the financial year 2025-26.

33. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

Members of the Board have confirmed compliance with the Code.

34. Risk management policy

Your Company has put in place a risk management policy based on globally recognized standards which enables the company to proactively take care of the internal and external risks of the company and ensures smooth business operations.

The companys risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the companys business growth and financial stability are assured. Board of Directors decide the policies and ensure their implementation to ensure protection of company from any type of risks.

35. Business Responsibility and Sustainability Report (BRSR)

Clause (f) of sub regulation (2) of regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time has mandated the inclusion of BRSR as part of the Annual Report for the top 1000 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as on the end of financial year. In view of the requirements specified, the company is not mandated for the providing the BRSR and hence do not form part of this Report.

36. Annual Return

The Ministry of Corporate Affairs vide Companies (Amendment) Act, 2017 effective from 28th August, 2020, has dispensed with the requirement to attach extract of Annual Return inform MGT-9to the Boards report, provided every Company shall place a copy of Annual return on the website of the Company, if any and disclose the web-link of such Annual return in the Boards report.

The copy of Annual Return in Form MGT-7as on March 31,2026 is available on the Companys website and can be accessed at the given web-link http://www.vamshirubber.org/investor_relation.php

37. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

38. Details of Subsidiary, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or an Associate Company as on 31.03.2026.

39. Corporate Governance Certificate

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to corporate governance are not applicable to your company and therefore, no separate report on corporate governance is required.

However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a certificate from Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary, that none of the directors on board has been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed as Annexure-lll and forms part of this Report.

40. Management Discussion and Analysis Report

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and same is annexed as Annexure- IV.

41. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered underthis policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

No. of complaints received:	-NIL
No. of complaints disposed of:	-NIL

42. Maternity Benefit Affirmations

The Company confirms that it is fully aware of and remains committed to complying with the provisions of the Maternity Benefit Act, 1961. While there are currently no women employees on its rolls, the Company has appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements will be extended to eligible women employees as and when applicable. The Company remains committed to fostering an inclusive and legally compliant work environment.

43. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:

(A) Conservation of Energy

(i) the steps taken or impact on conservation of energy	The Company has undertaken various measures to promote the efficient utilization and conservation of energy in its operations. During the year under review, the Company installed a solar power generation system at its factory premises, thereby reducing its dependence on conventional sources of electricity and promoting the use of renewa ble energy.
	The solar power system generated an average of 61,935 kWh per month, resulting in significant savings in electricity consumption and reducing the electricity energy cost by approximately Rs. 4,73,803 per month.
(ii) the steps taken by the company for utilizing alternate sources of energy	During the year under review, the Company installed a 480 kW solar power system at its factory premises for generation and utilization of renewable energy. The initiative is aimed at reducing dependence on conventional sources of energy, optimizing energy costs and promoting the use of clean and renewable energy. The solar power generated is utilized for the Companys factory operations.
(iii) the capital investment on energy conservation equipment\u2019s	Capital Investment on Energy Conservation Equipment:
	During the year under review. the Company made a capital investment of Rs.1.82 Crore towards the installation of a 480 kW solar power generation system at its factory premises. The investment is aimed at promoting renewable energy utilization, reducing dependence on conventional electricity sources, optimizing energy costs, and improving overallenergy efficiency.

(B) Technology absorption

(i) the efforts made towards technology absorption	During the year under review, the Company did not import or adopt any new technology. Further, the Company did not undertake any significant technological innovation during the year.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	As no new technology was imported, absorbed, or adopted during the year under review, no specific benefits in terms of product improvement, cost reduction, product development, or import substitution were derived during the year.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	No new technology has been imported, absorbed, or adopted by the Company during the last three years. Consequently, no specific benefits arising from the import or adoption of new technology were derived during this period.
(a)the details of technology imported	Not Applicable
(b) the year of import;	Not Applicable
(c) whether the technology been fully absorbed	Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
(iv) the expenditure incurred on Research and Development	The Company has not incurred any expenditure specifically attributable to Research and Development (R&D) during the year under review.

(C) Foreign exchange earnings and Outgo (2025-26)

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

(Amount in Lakhs)

Particulars	Current Year	Previous Year
Expenditure in Foreign Currency:
On Raw Material	355.98	575.89
On Machinery Consumables	NIL	NIL
On Capital Goods	NIL	NIL
Earning in Foreign Currency:	593.75	1120.20

44. Liquidity

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the reed to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

45. Corporate Social Responsibility (CSR)

The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had not constituted CSR committee during the year 2025-26.

46. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

47. Directors Responsibility

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company make the following statements, with the best of their knowledge and belief and according to the information and explanations obtained by them:

1. that in the preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards have been followed and there have been no material departures from them;

2. that the accounting policies mentioned in notes to Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the company for the year ended on that date;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

6. that proper systems are in place to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively:

48. Listing with Stock Exchanges:

The Securities Exchange Board of India (SEBI), on 02 nd September 2015, has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of Listing Agreement for different segments of capital market to ensure better enforceability. The said regulations were effective from 1 st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within 6 months from the effective date. The Company entered into Listing Agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE where the Companys Shares are listed.

49. Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

Your Company does not have any shares in the Demat suspense account or unclaimed suspense account and therefore no disclosure as per Point F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is required.

50. The details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016

During the period under review, there was no application made nor any proceeding initiated or pending under the Insolvency and Bankruptcy code, 2016.

51. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the period under review, there was no onetime settlement with any bank.

52. Industry Relations

The company enjoyed cordial relations with its employees during the year under review and the Board appreciates the employees across the cadres for their dedicated service to the Company, and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.

53. Human Resources

Your Company treats its human resources as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

54. Data Privacy, Data Protection, And Cybersecurity

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

Regular third-party cybersecurity audits and vulnerability assessments.

Employee training programs on data protection and cybersecurity awareness.

Strict access control mechanisms and implementation of role-based permissions.

Data breach response protocols in accordance with the CERT-ln guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

55. Appointment of designated person (management and administration) rules 2014 - rule 9 of the companies act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

56. Acknowledgements

Your directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your directors also wish to place on record their appreciation to business associates, banks and other financial institutions and shareholders, of the Company for their continued support.

By order of the Board

For Vamshi Rubber Limited

Sd/-	Sd/-
R. Surendra Reddy	M. Ramesh Reddy
Managing Director & CEO	Chairman & CFO
DIN:00294240	DIN:00025101
Date: 14 th August 2026
Place: Hyderabad